Exhibit 3
COMPROMISE AGREEMENT
THIS AGREEMENT (the "Agreement") is dated April 7, 2003 by and among
Dialog Group, Inc., a Delaware corporation, ("DGI"), Cater Xxxxxxx, plc, an a
corporation of England and Wales ("CB"), and Xxxxxxx Xxxx. The foregoing are
collectively referred to as the "Parties".
RECITALS
1. The Parties have agreed to certain changes to their mutual obligations.
NOW, THEREFORE, the Parties agree as follows:
AGREEMENT
1. Reference is made to an Agreement of Merger among DGI, CB, and others
dated November 7, 2002 ("Agreement") and an amendment thereto
("Amendment").
2. CB is hereby relieved of its guarantee obligation to provide financing
pursuant to sections 7.01(b), (c), (d), and (e) of the Merger Agreement
as amended by section 21 of the Amendment.
3. In consideration of this relief, CB shall relinquish 3,500,000 shares
of DGI Common Stock. CB agrees that these shares shall be deducted from
the shares it was to receive upon conversion of its DGI Class B
Preferred Stock.
4. Xxxxxxx Xxxx hereby resigns as a Director and Officer of DGI and
withdraws as a nominee for Director at the 2003 annual meeting.
5. CB hereby relinquishes its right to designate two directors and agrees
instead to accept the election of Xxxxxx Xxxxxx as its sole
representative.
IN ORDER TO INDICATE THEIR INTENTION to be bound by this Amendment, the
Parties hereto have caused this Agreement to be duly executed as of the date
first above written by their respective duly authorized officers.
DIALOG GROUP, INC.
By:
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Xxxxx XxXxxxxxxxx, President
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Xxxxxxx Xxxx
Cater Xxxxxxx, plc
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Xxxxxxx Xxxx
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